Tiscali 2009 Annual Report Download - page 68

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Two of the members of the Committee are qualified as independent and, if it is not possible to guarantee an
Internal Audit Committee with a Majority of independent non-executive Directors, the Committee shall be
reduced to two members, of which at least one shall be an independent Director. This solution is preferable
to having a majority of non-independent Directors, albeit temporary. If for a certain period the Internal Audit
Committee is composed of two members only, the entire Board of Statutory Auditors is always invited to
attend committee meetings. In addition, if for a certain period the Committee membership is reduced to
two members only, and the number of votes is equal, then the independent Director has the casting vote.
The Chairman of the Internal Audit Committee may invite the Managing Director and other parties, e.g.
the independent auditing firm, the General Manager, if appointed, and the Finance Director, to Committee
meetings in relation to specific items on the agenda for which their presence may prove useful.
Meetings of the Internal Audit Committee are normally held prior to Board of Directors’ meetings scheduled
for approval of the quarterly, half-year and draft annual reports, and in any event at least once every six
months. The Chairman of the Internal Audit Committee ensures that the committee members receive the
necessary documentation and information well in advance of the meeting, unless necessity and urgency
prevail. Minutes of the meetings are in any event summarised in writing.
Up to the 25 February 2009 the Internal Audit Committee was made up of two members, Umberto De Iulio
(Chairman),and Arnaldo Borghesi, both of whom were independent non-executive Directors.
Following the resignation of the Director Arnaldo Borghesi which took place on 25 February 2009, the
internal Audit Committee was temporarily made up of Umberto De Iulio.
During the meeting of the board of Directors on the 21 December 2009, the newly elected Board of Directors
re-formed the Internal Audit Committee, made up of two independent Directors, Victor Uckmar and Franco
Grimaldi, in addition to the Director Luca Scano, who possessed the requirement of proven experience in
the accounting and financial field as required by the Code. The function of Committee Chairman was given
to the Director Victor Uckmar.
During the course of 2009 the Committee met twice: on the 26 June 2009 and 24 September 2009; and
in 2010 on the 23 February. The Board of Statutory Auditors, or some of its members, attended all the
meetings.
Corporate Governance Report and Ownership Structure